Approved 100 per cent in 2022, zero votes in 2024: NCLAT lets IVR Prime creditors go to a third Form G
Vasu Buildcon said a limited remand on the Noida Authority claim could not reopen its CoC-approved plan for IVR Prime IT SEZ. The Principal Bench holds that a plan never approved under Section 31, remitted and then voted down, leaves the CoC free to return to the market. The plea of the suspended director that assignee homebuyers rigged the vote also fails.
The National Company Law Appellate Tribunal has upheld the decision of the creditors of IVR Prime IT SEZ Pvt Ltd to invite fresh resolution plans through a third Form G, dismissing appeals by Vasu Buildcon, whose Rs 41.63 crore plan the Committee of Creditors (CoC) had approved unanimously in 2022, and by Ankit Pathak, a suspended director of the company.
The judgment of 27 October 2026 was authored by Indevar Pandey, Member (Technical), for a bench with Justice N. Seshasayee, Member (Judicial) and Arun Baroka, Member (Technical).
CoC approval under Section 30(4) of the Insolvency and Bankruptcy Code, 2016 gave Vasu Buildcon no indefeasible right, it held, once the plan was remitted and its revised version failed to win a single vote.
A plan overtaken by Prabhjit Singh Soni
IVR Prime IT SEZ entered the corporate insolvency resolution process (CIRP) on 19 September 2019 on a Section 7 petition by Nupur Finvest Pvt Ltd, with Kashi Viswanathan Sivaraman as resolution professional (RP). Form G inviting expressions of interest went out on 20 December 2019 and four were received by 10 January 2020.
Vasu Buildcon, a special purpose vehicle of Vasu Infrastructure Pvt Ltd and KPM Infrastructure Pvt Ltd, submitted a plan that was revised over time. In the 16th CoC meeting on 31 March 2022 it was approved with 100 per cent of the voting share, and the RP sought approval before the NCLT New Delhi bench under Sections 30(6) and 31.
While that application was pending, the Noida Authority claimed to be a secured creditor. Its application had been dismissed on 22 November 2023, but the Supreme Court then decided Greater Noida Industrial Development Authority v. Prabhjit Singh Soni, 2024 SCC OnLine SC 122.
On 7 June 2024 the NCLT remitted the plan to the CoC for reconsideration in light of that judgment.
The CoC at the relevant time had three constituents: 63 homebuyers voting as a class through their authorised representative with 34.69 per cent, Nupur Finvest with 8.61 per cent and ICICI Bank with 56.70 per cent.
Revised to Rs 228 crore, voted to zero
After the remand Vasu Buildcon filed an addendum on 19 July 2024 and a revised plan on 24 October 2024. The resolution value rose from about Rs 41.63 crore to about Rs 228.26 crore, including roughly Rs 196.63 crore payable to the Greater Noida authority over 26 months.
The minutes of the 24th CoC meeting on 30 October 2024 recorded concerns: the funding mechanism was unclear, the Canara Bank commitment letters were conditional and subject to fresh due diligence, the Rs 28 crore performance guarantee had not been furnished by the 28 October deadline, and no updated net worth certificate or audited balance sheet was produced.
The CoC also questioned the experience and capacity of Vasu Buildcon to execute a project of about 1,88,176 square metres, and noted its absence from the meeting despite notice and a video link.
The plan was nonetheless put to vote. Voting closed on 25 November 2024 with nil votes in favour, 43.30 per cent against and ICICI Bank abstaining. The threshold under Section 30(4) is 66 per cent.
Settlement rejected, third Form G approved
The suspended management had meanwhile proposed a settlement under Section 12A, which the 23rd CoC meeting on 21 October 2024 kept in abeyance pending the revised plan. The 25th meeting on 4 December 2024 took it up and voted it down, with 84.86 per cent against. Section 12A needs 90 per cent in favour.
In the same meeting the CoC resolved, with 100 per cent of the voting share, to publish a fresh Form G. The RP filed I.A. No. 6304 of 2024 for permission, which Vasu Buildcon and the suspended management opposed.
By the impugned order of 25 July 2025 the NCLT allowed it, holding that republishing Form G lay within the commercial wisdom of the CoC.
Pathak's own application seeking a vote on his settlement proposal, I.A. No. 5538 of 2024, was dismissed as infructuous on 23 September 2025 after the CoC had already rejected it. That order was not appealed. His later application of 20 January 2025 to infuse funds through a reverse insolvency mechanism remained pending.
What the two appeals argued
Vasu Buildcon argued that the remand of 7 June 2024 was confined to the treatment of the Noida Authority. It had complied by providing for 100 per cent of that authority's dues.
It had also placed commitment letters for about Rs 275 crore on record: Rs 150 crore from KPM Infrastructure, Rs 75 crore from Vasu Infrastructure and Rs 50 crore from Pankaj Mittal.
The CoC, it said, had instead reopened feasibility, viability and funding, matters that had attained finality in 2022, and had given it notice of the 24th meeting five minutes before it began, on Diwali.
Relying on Ebix Singapore v. Committee of Creditors of Educomp Solutions, it argued that a CoC-approved plan pending under Section 31 could not be reopened at will.
It also pointed to the Insolvency and Bankruptcy Code (Amendment) Act, 2026, which inserted an Explanation to Section 3(31) saying a security interest must arise from an agreement or arrangement and not merely by operation of law. The premise of Prabhjit Singh Soni, it said, now needed reconsideration.
Pathak, through Sunil Fernandes, Senior Counsel, alleged a coordinated design. Thirteen allottees had assigned their claims between October and December 2024 to persons connected with Sloan Solutions Pvt Ltd and the GYGY/Antriksh group. The assignees held about 22.39 per cent of the homebuyer class and 7.85 per cent of the CoC, representing about Rs 5.39 crore of admitted debt.
Had those votes stayed with the original allottees, he said, the Section 12A proposal would have had 55.17 per cent support within the homebuyer class instead of 31.39 per cent. Homebuyer support for the fresh Form G would have fallen from 62.32 per cent to 38.54 per cent.
The RP, he said, let the assignees vote while I.A. No. 191 of 2025 for recognition of the assignments was still pending.
Abhijeet Sinha, Senior Counsel for the RP, answered that the assignments were intimated to the RP only between 18 and 27 December 2024, after voting in both meetings had closed. The original allottees were therefore the creditors on record when they voted. The NCLT recognised the reconstituted CoC on 13 May 2026.
He added that the third Form G, published on 15 August 2025, produced a plan from Sloan Solutions that the CoC approved with 100 per cent on 23 March 2026 at about Rs 623.30 crore, against Rs 41.63 crore and Rs 228.26 crore from Vasu Buildcon.
Ishaan Duggal, for ICICI Bank, said neither appellant had challenged the rejection of its own proposal and could not attack the Form G decision collaterally.
Section 30(4) approval is not Section 31 approval
The bench identified the principal question at paragraph 84 as
whether the Adjudicating Authority was justified in declining to interfere with the decision of the CoC to permit publication of the Third Form-G for inviting fresh Expressions of Interest in the CIRP of the Corporate Debtor. (para 84)
Many other issues had been raised, it said, but the appeal arose from I.A. No. 6304 of 2024 alone, and that was the question to be answered.
The original plan, despite its 100 per cent approval, had never become a plan approved under Section 31. It was specifically remitted for reconsideration, and the later proceedings could not be examined as if the 2022 approval continued to operate unaffected.
The distinction between approval by the CoC under Section 30(4) and approval by the NCLT under Section 31 was material.
The remand reopened consideration of the plan before the CoC. A revised plan with a resolution value more than five times higher and a Rs 196.63 crore commitment to the Noida authority required the CoC to consider feasibility, viability and the capacity of the applicant to implement it, not merely the existence of the revision.
The concerns in the 24th meeting went to those matters and were not merely formal. The revised plan was placed to vote and received nil support. Whether the commercial assessment was the best one was not a question the tribunal could substitute, the bench said, once the plan failed the statutory threshold.
Vasu Buildcon had also never challenged the rejection of the revised plan before the NCLT. That failure was an intervening and material fact that could not be reopened indirectly in an appeal against the later decision to issue a third Form G.
No bar on a fresh Form G
The sequence mattered. The CoC did not rush to the market after the revised plan failed. It first considered the Section 12A route, which failed to reach 90 per cent, and only then resolved unanimously to invite fresh expressions of interest.
At that point, the bench observed at paragraph 99, “it did not have any other option except liquidation, which is always the last resort”.
Once the revised proposal failed the Section 30(4) threshold, the earlier CoC approval stood overturned by the later action of the CoC, and the original plan was no longer available for consideration. The remand order placed no condition on how the CoC decided the further course of the process.
Regulation 36A(4A) of the CIRP Regulations, which governs modification of an invitation for expressions of interest, did not make the CoC permanently unable to invite fresh interest after a proposal failed. The question was whether the decision actually taken was prohibited by the Code or the Regulations, and the bench found no such prohibition.
The case differed from one where a plan approved under Section 31 is displaced because the CoC changes its commercial preference. Here the plan had not been approved under Section 31, had been remitted, had failed on revision, and the settlement alternative had also failed.
The time-bound nature of CIRP could not mean the CoC must proceed with a proposal that failed Section 30(4).
Ashdan Properties v. Mamta Binani, 2024 SCC OnLine NCLAT 1652, supported the proposition that a CoC may in appropriate circumstances decline to proceed with an existing process and invite fresh interest, though not that a fresh Form G can issue as a matter of course.
Ebix concerned a successful applicant trying to withdraw a subsisting CoC-approved plan, not a revised plan failing after judicial remand.
Intervention applications by allottees of the Aranya project, creditors in the separate CIRP of Unnati Fortune Holdings Ltd, the parent of IVR Prime, were held not maintainable. Following Saraswati Industrial Syndicate v. Commissioner of Income Tax, (1999) 3 SCC 141, intervenors cannot introduce an independent cause, such as consolidation of the two CIRPs.
Thirteen assignments that could not swing the vote
On Pathak's appeal, the bench read Regulation 28, under which assignor and assignee must inform the RP of a transfer within seven days and the RP must notify the CoC and the NCLT of any resulting change within two days.
Voting on the revised plan closed on 25 November 2024 and voting on the 25th meeting agenda on 22 December 2024. The assignments were intimated to the RP between 18 and 27 December 2024.
When the votes were cast, the original allottees were the creditors on record. Later recognition of the assignments could not retrospectively alter who was entitled to vote.
I.A. No. 191 of 2025, allowed on 13 May 2026, related to a later stage of the CIRP and did not alter the position at the 24th and 25th meetings. Changes to the CoC through later assignments do not by themselves invalidate voting undertaken before the reconstitution.
The arithmetic sealed it. Pathak had admitted that even if every assignee had voted against the fresh Form G, the proposal would still have carried 92.15 per cent of the CoC.
His prayer was directed only against the Form G, and the fraud allegation, the bench said at paragraph 119, was “nothing more than a delaying tactic to stall the resolution process further”.
His reverse insolvency application of 20 January 2025, filed more than five years into the CIRP after his Section 12A proposal had been rejected, was not before the bench in this appeal. No fraud or material irregularity had been committed in the assignment of allottee claims, it held.
What the market finally offered
The money figures frame the outcome. Vasu Buildcon offered Rs 41.63 crore in 2022 and Rs 228.26 crore in 2024. The third Form G of 15 August 2025 drew a Sloan Solutions plan at about Rs 623.30 crore, approved by the CoC with 100 per cent on 23 March 2026.
I.A. No. 22 of 2026 for approval of that plan under Section 31 is pending before the NCLT.
The bench was careful to say these later developments were noticed only as procedural history and did not form the basis of its decision. The RP and CoC, it said, had proceeded systematically, and faced with a choice between a fresh Form G and liquidation had chosen the course the Code prefers.
Order
Both appeals were dismissed. The NCLT was justified in declining to interfere with the CoC decision and in permitting publication of the third Form G by its order of 25 July 2025 in I.A. No. 6304 of 2024.
The intervention applications seeking relief beyond the scope of the appeal were also dismissed. Pending interlocutory applications were closed, with no order as to costs.